DEF 14A of National Beverage Corp, Aug 23, 2024

DEF 14A of National Beverage Corp

Filed Aug 23, 2024 · FY20240001437749-24-027677

Open on EDGAR

  1. Election of Directors

    Election of Directors Currently, the Board is comprised of five directors elected in three classes (the “Classes”). Directors in each class hold office for three-year terms and the terms of the Classes are staggered so that the term of one Class terminates each year. The term of the current Class I directors expires at the 2024 Meeting. The Board of Directors has nominated Joseph G. Caporella and Samuel C. Hathorn, Jr. for election as directors in Class I, with a term of office of three years expiring at the Annual Meeting of Shareholders to be held in 2027 and when his respective successor has been duly elected and qualified. In order to be elected as a director, a nominee must receive a plurality of affirmative votes cast by the shares present or represented at a duly convened meeting. Shareholders have no right to vote cumulatively. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NOMINEES FOR THE CLASS I DIRECTORS.

  2. INFORMATION AS TO NOMINEE AND OTHER DIRECTORS

    INFORMATION AS TO NOMINEE AND OTHER DIRECTORS The following information concerning principal occupation or employment, including any directorships with public companies or registered investment companies during the past five years, and age has been furnished to the Company by the nominees for Class I directors and by the directors in Classes II and III whose terms expire at the Company’s Annual Meeting of Shareholders in 2025 and 2026, respectively, and when their respective successors have been duly elected and qualified.

  3. Nominees for Directors

    Nominees for Directors

  4. Nominees for Directors

    | CLASS I | | | | | | Name | Age | Principal Occupation or Employment | Director Since | Term Expires | | Joseph G. Caporella | 64 | President of National Beverage Corp. | 1987 | 2024 | | Samuel C. Hathorn, Jr. | 81 | Retired President and Chief Executive Officer of Trendmaker Homes, Inc., a former homebuilding and land development subsidiary of Weyerhaeuser Company | 1997 | 2024 |

  5. Nominees for Directors

    Directors Whose Term of Office Will Continue After the Annual Meeting

  6. Nominees for Directors

    | CLASS II | | | | | | Name | Age | Principal Occupation or Employment | Director Since | Term Expires | | Cecil D. Conlee | 88 | Founder and Chairman of The Conlee Company | 2009 | 2025 | | Stanley M. Sheridan. | 81 | Retired President of Faygo Beverages, Inc., a wholly-owned subsidiary of National Beverage Corp. | 2009 | 2025 |

  7. Nominees for Directors

    | CLASS III | | | | | | Name | Age | Principal Occupation or Employment | Director Since | Term Expires | | Nick A. Caporella | 88 | Chairman of the Board and Chief Executive Officer of National Beverage Corp. | 1985 | 2026 |

  8. Nominees for Directors

    Additional information regarding the nominees for election as directors and the continuing directors of the Company, including a description of the specific experience, qualifications, attributes and skills that led the Board of Directors to conclude that each individual should serve as a director, is set forth below.

  9. Nominees

    Nominees Joseph G. Caporella has served as President of the Company since September 2002 and, prior to that date, served as Executive Vice President since January 1991. He is the son of Mr. Nick A. Caporella. Since joining the Company in 1988, he has been involved in all aspects of the Company’s operations, including procurement, supply chain management, distribution and sales leadership. Mr. Caporella’s more than 30 years of experience in the beverage industry coupled with his extensive knowledge of the day-to-day business operations of the Company qualify him to serve on our Board. Samuel C. Hathorn, Jr. was employed by Trendmaker Homes, Inc. from 1981 until his retirement in September 2007. He served as President since 1983 and was appointed Chief Executive Officer in January 2007. Trendmaker Homes, Inc. was a Houston, Texas-based homebuilding and land development subsidiary of Weyerhaeuser Company. Mr. Hathorn has also held senior executive and financial positions with several public corporations and served as a director of Burnup & Sims Inc. (a former affiliate of the Company) from 1981 until 1997 and of Hartman Commercial Properties REIT, a publicly-traded real estate investment trust, from 2000 to 2005. Mr. Hathorn first served on the Company’s Board of Directors from its inception in 1985 to September 1993 while also serving as a Burnup & Sims Inc. director and representative during the Company’s formative years. He returned to our Board in June 1997 and has served as a director since that time. Mr. Hathorn’s extensive expertise as a seasoned financial executive, his professional business acumen and his intimate knowledge of our business qualify him to serve on our Board.

  10. Continuing Directors

    Continuing Directors Cecil D. Conlee is founder and Chairman of The Conlee Company, an Atlanta, Georgia based investment firm. From 1990 until 2018 he served as Chairman of CGR Advisors, a real estate investment advisory company. He served as a director of Oxford Industries, Inc., an international apparel design, sourcing and marketing company from 1985 until June 2011, and was a member of the Executive Committee and Chairman of the Audit Committee. He also served as a director of Central Parking Corp. from 1996 to 2006. Mr. Conlee has been a member of the Company’s Strategic Planning Committee since 1995 and was a lead director of Burnup & Sims Inc. for more than 20 years. As a result, he gained unique knowledge and experience during the formative years of the Company. In addition, Mr. Conlee holds an MBA from Harvard University and is a Trustee Emeritus of Vanderbilt University. Mr. Conlee’s education, business acumen, leadership skills, civic involvement and his knowledge and experience related to our Company qualify him to serve on our Board. Stanley M. Sheridan was employed by Faygo Beverages, Inc., a wholly-owned subsidiary of National Beverage Corp., from 1974 until his retirement in 2004. He joined Faygo Beverages, Inc. as Chief Financial Officer in 1974 and was promoted to President in May 1987 when Faygo Beverages, Inc. was acquired by National Beverage Corp. He holds an MBA in Accounting and has served on the boards of various private companies and charitable organizations. Mr. Sheridan’s retirement in 2004 and his absence from Faygo Beverages, Inc. qualify him as an independent director for the Company. Mr. Sheridan’s more than 40 years of experience in the beverage industry and his professional management expertise as a chief executive in the soft drink industry make him extremely familiar with our business. These qualifications and his financial and accounting expertise qualify him to serve on our Board. Nick A. Caporella has served as Chairman of the Board and Chief Executive Officer of the Company since the Company was founded in 1985. He also served as President until September 2002. Since January 1992, Mr. Caporella’s services have been provided to the Company through a management company, Corporate Management Advisors, Inc. (“CMA”), an entity which he owns. (See “Management Services Agreement – Compensation” and “Certain Relationships and Related Party Transactions”.) Mr. Caporella previously served as President and Chief Executive Officer (since 1976) and Chairman of the Board (since 1979) of Burnup & Sims Inc. until March 1994. Throughout his more than 50-year business career, he has founded or managed successful companies as Chief Executive Officer and has served as a public company Chairman, Chief Executive Officer or President since 1976. Mr. Caporella has achieved many awards as a businessman, including induction into the Institute of American Entrepreneurs and receipt of the Horatio Alger Award. He is involved in many research projects which endeavor to advance the cure of children’s cancer and currently serves on the Professional Advisory Board of St. Jude Children’s Research Hospital. The Company was founded as a result of Mr. Caporella’s vision and innovation, and his extraordinary career, entrepreneurial spirit, business acumen and civic leadership qualify him to serve on the Board.

  11. Compensation Philosophy

    | i. | Base salary; | | ii. | Annual cash bonuses; | | iii. | Share-based compensation; and | | iv. | Retirement, health and other benefits. |

  12. Factors Considered In Determining Compensation

    Factors Considered In Determining Compensation The Compensation and Stock Option Committee reviews executive compensation levels for its Executive Officers on a semi-annual basis to ensure that they remain competitive within the beverage industry. The overall value of the compensation package for an Executive Officer is determined by the Compensation and Stock Option Committee in consultation with the Chief Executive Officer, other key officers and the Board. The factors considered by the Compensation and Stock Option Committee include those related to both the overall performance of the Company and the individual performance of the Executive Officer. Consideration is also given to comparable compensation data for individuals holding similarly responsible positions at other peer group companies in determining appropriate compensation levels. With respect to long-term incentive compensation to be awarded to Executive Officers, the Company maintains three equity-based plans: (a) the 1991 Omnibus Incentive Plan, (b) the Special Stock Option Plan and (c) the Key Employee Equity Partnership Program (each plan is discussed in more detail below). The timing, amount and form of awards under these plans for each of the Executive Officers is made at the discretion of the Compensation and Stock Option Committee based on recommendations of the Chief Executive Officer. Any such awards are granted only upon the written approval of the Compensation and Stock Option Committee. No stock-based awards or other equity rights have been granted to Mr. Nick A. Caporella since the Company’s inception.

  13. Elements of Executive Compensation

    Elements of Executive Compensation Base Salary Base salary is used to attract and retain Executive Officers and is determined using comparisons with industry competitors and other relevant factors including the seniority of the individual, the functional role of the position, the level of the individual’s responsibility and the ability to replace the individual. Salaries for the Executive Officers are reviewed by the Compensation and Stock Option Committee, the Chief Executive Officer and the Board on a semi-annual basis. Changes to base salaries, if any, are affected primarily by individual performance. Annual Cash Bonuses Annual cash bonuses are intended to be a significant component of an Executive Officer’s compensation package. The amount of annual bonus compensation to be awarded to the Executive Officers, if any, is determined by the Compensation and Stock Option Committee, upon recommendation by the Chief Executive Officer. While the Chief Executive Officer and the Compensation and Stock Option Committee consider the Company’s overall performance and each individual’s performance when determining the amount of bonus to award, there is no predefined written plan that obligates the Company to pay an annual cash bonus and the Compensation and Stock Option Committee retains absolute discretion to award bonuses and to determine the amount of such bonuses. Share-Based Compensation (Long-Term Incentive Programs) Share-based long-term incentive compensation is provided to Executive Officers through the award of stock options. The primary purpose of stock options is to provide Executive Officers and other employees with a personal and financial interest in the Company’s success through stock ownership, thereby aligning their interests with those of our shareholders. The Compensation and Stock Option Committee believes that the value of stock options will reflect the Company’s financial performance over the long-term. Because the Company’s stock option programs require vesting periods before options may be exercised and an exercise price based on either the fair market value as of the date of grant or the amount of Common Stock held, the value of stock options and stock ownership increases when the market value of the Company’s common shares increases over time. The Compensation and Stock Option Committee believes that the value of stock options will reflect the Company’s financial performance over the long-term. Because the Company’s stock option programs require vesting periods before options may be exercised and an exercise price based on either the fair market value as of the date of grant or the amount of Common Stock held, the value of stock options and stock ownership increases when the market value of the Company’s common shares increases over time. Share-based awards made under the Company’s 1991 Omnibus Incentive Plan (the “Omnibus Plan”) typically consist of options to purchase Common Stock which vest over five years and have a term of ten years. Certain Executive Officers also receive grants from time to time under the Company’s Special Stock Option Plan (the “Special Option Plan”). The vesting schedule and exercise price of these options are tied to the executive’s ownership levels of Common Stock. Generally, the terms of the Special Option Plan allow for the reduction in exercise price upon each vesting date of the option. The vesting schedule and exercise price reduction of such options may be accelerated at the discretion of the Compensation and Stock Option Committee. While the Compensation and Stock Option Committee considers the Company’s overall financial performance during the respective vesting periods, there is no predefined written plan with respect to financial measures that obligates the Company to such acceleration, and the Compensation and Stock Option Committee has not elected to accelerate the vesting or price reduction of any options held by Executive Officers during the past three fiscal years. The Company issues share-based awards with long-term vesting schedules designed to increase the level of the executive’s stock ownership, encourage long- term employment, promote adherence to the Company’s principles and philosophy and create long-term value for shareholders, while inducing corporate compatibility within the management team. In addition, share-based compensation is awarded under the Company’s Key Employee Equity Partnership Program (the “KEEP Program”). The KEEP Program is designed to positively align interests between the Company’s executives and its shareholders beyond traditional option programs while, at the same time, stimulating and rewarding management for “partnering-up” with the Company to create shareholder value. The KEEP Program provides for granting stock options to key employees, officers and directors of the Company who invest their personal funds in Common Stock. Participants who purchase shares of Common Stock in the open market receive grants of stock options equal to 50% of the number of shares purchased up to a maximum of 12,000 shares purchased in any two- year period. Options under the KEEP Program are automatically forfeited upon the sale of shares originally acquired by the participant. The options are granted at an initial exercise price of 60% of the purchase price paid for the shares acquired and reduce to the par value of Common Stock at the end of the six-year vesting period. The Company’s long-term incentive programs are generally intended to provide rewards to executives only if value is created for shareholders over time and the executive continues in the employ of the Company. The Compensation and Stock Option Committee believes that employees should have sufficient holdings of the Company’s Common Stock so that their decisions will appropriately foster sound judgment in the exercise of their duties. The Compensation and Stock Option Committee reviews with the Chief Executive Officer the recommended individual awards and evaluates the scope of responsibility, strategic and operational goals and individual contributions in making final awards under the Omnibus Incentive Plan and Special Option Plan, and determines participants in the KEEP program. Options issued pursuant to the Special Option Plan and the KEEP Program after December 31, 2004 are considered deferred compensation arrangements under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, option recipients must make a written election to exercise option grants on specified future dates to avoid being subject to additional income taxes, interest and withholding. The election is irrevocable, but may be subject to acceleration upon proper termination of employment, disability or in certain other limited circumstances, at the discretion of the Board of Directors. All Executive Officers holding options granted under these plans have made such an election. With respect to share-based compensation, the Company recognizes stock compensation expense in accordance with FASB Accounting Standards Codification Topic 718 which requires public companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value. If there is a release of material non-public information, the Compensation and Stock Option Committee will delay the consideration of and grant of stock options. The Company has not engaged in the backdating, cancellation or re-pricing of stock options awarded to its Executive Officers. Retirement, Health and Other Benefits

  14. Elements of Executive Compensation

    The Company provides retirement, health and other benefits as an additional incentive to retain employees. The Company maintains a defined contribution 401(k) plan that allows employees to make plan contributions on a pre-tax basis and currently contributes an additional discretionary profit sharing contribution on behalf of each employee. Profit sharing contributions are allocated to all employees who meet certain minimum service requirements, based on a percentage of total compensation, which amount is subject to change from year to year. Although Executive Officers are eligible to participate in the 401(k) plan, they have been prevented from participating at the same level as non-executives, due to the rules under Section 401(a)(17) of the Code which dictate the application of an annual limitation on contributions. We currently make available to our Executive Officers and all employees a comprehensive health, dental, life and disability insurance program. The health care insurance program offers a variety of coverage options, which may be selected at the employee’s discretion. The Company currently provides a basic term-life insurance policy to all employees and makes additional coverage available at the employee’s expense and discretion. As disclosed in “Certain Relationships and Related Party Transactions” below, CMA and the Company are joint owners of a corporate aircraft, and each agreed to pay certain expenses associated with the use of the aircraft. During the past three years, the total operating costs averaged approximately $0.9 million per year. In the fiscal year ended April 30, 2022, the Company paid $0.4 million to acquire its ownership interest from the lessor and lease payments ended. The Company does not provide any additional perquisites to Executive Officers, other than a car allowance, which is included in the Summary Compensation Table below. See Note 1 to the Summary Compensation Table. Employment, Change in Control and Severance Agreements The Company does not typically enter into, and does not currently have, any formal employment, change in control, severance or other similar agreements with any Executive Officer. The Company’s stock option plans, however, provide that unvested options held by all employees will fully vest if a change of control (as defined in the plans) occurs or if options of an equivalent value are not provided in the event the Company is not the surviving entity of a merger or consolidation. Based on the difference between the closing stock price of the Company’s Common Stock on April 27, 2024 and the option exercise prices on that date, the values of unvested options held by our Executive Officers were: Joseph G. Caporella $375,300 and George R. Bracken $187,747. The Company may also, from time to time, pay severance to an employee, including an Executive Officer, based on, among other things, years of service, functional role or position and level of the individual’s responsibility and reasons for terminating his or her services. The Company believes in trust, loyalty and commitment from both the Company and the Executive Officers and that employment agreements are not necessary to achieve its goals and meet the needs of the Executive Officers. The Company believes that the fact that most of the executives of the Company have been with the Company for a long period of time supports this belief. Clawback In 2023, the Company adopted a clawback policy that complies with the requirements under the Dodd Frank Wall Street Reform and Consumer Protection Act. If a restatement of the Company’s financial statements is required, then incentive-based compensation tied to a financial reporting measure that an executive received during the three prior completed fiscal years will be recalculated (if applicable) based on the restated financial statements. Incentive compensation deemed to have been erroneously paid as a result of the restatement must be repaid to the Company. The determination and method of recoupment will be determined by the Board of Directors.

  15. REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE

    REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE The Compensation and Stock Option Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis, required by Item 402(b) of Regulation S-K, with management of the Company. Based on this review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the Company’s 2024 Annual Meeting of Shareholders. THE COMPENSATION AND STOCK OPTION COMMITTEE Cecil D. Conlee (Chairman) Samuel C. Hathorn, Jr. (Deputy Chairman) Stanley M. Sheridan

  16. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning compensation awarded to, earned by or paid to our Executive Officers, and payments made to CMA, for services rendered during the past three fiscal years:

  17. SUMMARY COMPENSATION TABLE

    | | | | | Total | Grant Date | GAAP | Management Fee | | | | Name and | | | | Salary | Option | Option | Plus All Other | | | | Principal | | | | and | Award Value | Expense | Compensation | Total ($)(4) | | | Position | Year | Salary ($) | Bonus ($) | Bonus ($) | ($)(2) | ($)(3) | ($) | SEC | GAAP | | Nick A. Caporella(1) | 2024 | – | – | – | n/a | – | 11,916,941(1) | 11,916,941 | 4 | | Chairman of the Board & | 2023 | – | – | – | n/a | – | 11,729,324(1) | 11,729,324 | 4 | | Chief Executive Officer | 2022 | – | – | – | n/a | – | 11,148,959(1) | 11,148,959 | 4 | | Joseph G. | 2024 | 850,000 | 775,000 | 1,625,000 | n/a | 85,037 | 17,634(1) | 1,642,634 | 1,727,671 | | Caporella | 2023 | 825,000 | 800,000 | 1,625,000 | n/a | 85,037 | 13,875(1) | 1,638,875 | 1,723,912 | | President | 2022 | 800,000 | 850,000 | 1,650,000 | n/a | 85,037 | 13,802(1) | 1,663,802 | 1,748,839 | | George R. | 2024 | – | – | – | n/a | 47,412 | 1,006,511(1) | 959,099 | 4 | | Bracken(1) | 2023 | – | – | – | n/a | 47,412 | 969,176(1) | 921,764 | 4 | | Executive Vice | 2022 | – | – | – | n/a | 47,412 | 855,915(1) | 808,503 | 4 | | President-Finance | | | | | | | | | | | | | SEC Required | | | → | | NBC (GAAP) | | |

  18. SUMMARY COMPENSATION TABLE

    | 1. | Mr. Nick A. Caporella, our Chairman of the Board and Chief Executive Officer, and Mr. George R. Bracken, our Executive Vice President- Finance, do not receive any cash compensation from the Company as their services are provided to us through CMA. As described above in “Compensation Discussion and Analysis” and “Management Services Agreement – Compensation”, we pay an annual base management fee equal to one percent of our consolidated net sales for the services that CMA provides, which include, among other things, the services of Mr. Nick A. Caporella and Mr. Bracken and other senior and corporate personnel who are not required to be included in the table above. The amounts set forth with respect to Mr. Nick A. Caporella under the caption “Management Fee Plus All Other Compensation” include the total management fees paid by us to CMA (which is compliant with the presentation requested by the Commission). The amounts with respect to Mr. Joseph G. Caporella under the caption “Management Fee Plus All Other Compensation” represent a car allowance, retirement and health benefits. (See “Retirement, Health and Other Benefits” above and “Certain Relationships and Related Party Transactions” below.) The amounts set forth with respect to Mr. Bracken under the caption “Management Fee Plus All Other Compensation” represent payments to him by CMA and the amounts described in footnote 3 below. |

  19. SUMMARY COMPENSATION TABLE

    | 2. | As prescribed by SEC regulations, grant date option award value would represent the grant date fair value for the Special options granted in the fiscal year computed in accordance with GAAP pursuant to Accounting Standards Codification 718 based on the Black-Scholes option-pricing model. (See Note 10 to the Financial Statements included in the Company’s Annual Report on Form 10- K for additional information regarding the assumptions utilized.) No options were granted during the fiscal years presented. The Company believes the SEC-prescribed methodology does not fully reflect the periodic cost to the Company or the value to the recipient and therefore has provided additional Generally Accounting Priciples (“GAAP”) based option expense information. (See footnote 3 below.) |

  20. SUMMARY COMPENSATION TABLE

    | 3. | Amounts represent the annual compensation expense recognized for stock option awards computed in accordance with GAAP pursuant to Accounting Standards Codification 718 based on the Black-Scholes option-pricing model. (See Note 10 to the Financial Statements included in the Company’s Annual Report on Form 10- K for additional information regarding the assumptions utilized.) Options held by our Executive Officers generally vest over five to nine-year periods and are expensed in accordance with GAAP. The Company believes that the annual compensation expense provides an additional meaningful measure of the value of these options for any given fiscal year and therefore has been included as supplementary information. |

  21. SUMMARY COMPENSATION TABLE

    | 4. | Mr. Nick A. Caporella has not been awarded stock options, therefore, his total does not differ from the SEC recommended total. GAAP option expense for Mr. Bracken is included in “Management Fee Plus All Other Compensation”, therefore his GAAP total is reflected in that column. |

  22. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 There were no equity or non-equity incentive plan based awards granted to Executive Officers during Fiscal 2024.

  23. OUTSTANDING EQUITY AWARDS AT END OF FISCAL 2024

    OUTSTANDING EQUITY AWARDS AT END OF FISCAL 2024 The following table sets forth information about the number of outstanding equity awards held by our Executive Officers at April 27, 2024. No equity awards have been granted to Nick A. Caporella since the inception of the Company.

  24. OUTSTANDING EQUITY AWARDS AT END OF FISCAL 2024

    | | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (# Exercisable) | Number of Securities Underlying Unexercised Options (# Unexercisable) | Option Exercise Price ($) | Option Expiration Date | | Joseph G. Caporella | | | | | | | 2,400 | 3,600 | $4.50(2) | 3/24/2029 | | | 4,200 | 10,800 | $21.83(1) | 10/1/2030 | | George R. Bracken | | | | | | | 3,360 | 8,640 | $21.83(1) | 10/1/2030 |

  25. OUTSTANDING EQUITY AWARDS AT END OF FISCAL 2024

    | 1. | Options granted under the Company’s Special Option Plan are exercisable for a ten-year period and vest in relatively equal amounts at approximately 16-month intervals. The exercise price can be reduced and the vesting schedule can be accelerated if the optionee purchases and maintains ownership of shares of Common Stock and the Company achieves performance objectives as determined by the Board. Based upon these factors, full vesting can occur from 64 to 104 months after issuance and the exercise price can range from 50% to 7% of the initial grant price if the options are held until the final vesting date. The Special Options included in the table were granted March 25, 2019. |

  26. OUTSTANDING EQUITY AWARDS AT END OF FISCAL 2024

    | 2. | Options granted under the Company’s KEEP plan, participants receive a grant equal to 50% of the number of shares of common stock purchased on the open market. KEEP options are granted at an initial exercise price of 60% of the purchase price of the shares acquired, and such price is reduced to the par value of the Common Stock over a six-year vesting period. The KEEP options included in the table were granted October 2, 2020. |

  27. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 The following table sets forth all stock options exercised and the value received upon exercise by the Executive Officers during Fiscal 2024.

  28. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Joseph G. Caporella | 40,000 | 1,872,000 | | George R. Bracken | 30,000 | 1,351,650 |

  29. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Officers of the Company who are also directors do not receive any fee or remuneration for services as members of the Board of Directors or of any Committee of the Board of Directors. Non-management directors receive a retainer fee of $60,000 per annum, a fee of $2,500 for each Board meeting attended, a fee of $1,500 for each Audit Committee meeting attended ($2,500 in the case of the Chairman) and a fee of $1,250 ($2,000 in the case of a committee Chairman) for each other committee meeting attended. Set forth below are the amounts paid to non-management directors in Fiscal 2024.

  30. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Grant Date Option Award Value ($)(1) | All Other Compensation ($) | Total ($)(2) | | Cecil D. Conlee | 80,000 | __ | — | 80,000 | | Samuel C. Hathorn, Jr. | 96,000 | __ | — | 96,000 | | Stanley M. Sheridan | 82,000 | __ | — | 82,000 |

  31. DIRECTOR COMPENSATION

    | 1. | There were no stock options granted to non-management directors during Fiscal 2024. Compensation expense recognized for accounting purposes with respect to stock options held by Directors during Fiscal 2024, computed in accordance with Accounting Standards Codification 718, is as follows: Mr. Conlee $47,400, Mr. Hathorn $59,250 and Mr. Sheridan $39,500. |

  32. DIRECTOR COMPENSATION

    | 2. | Totals, including compensation expense recognized for accounting purposes with respect to stock options held by Directors, are as follows: Mr. Conlee $127,400, Mr. Hathorn $155,250 and Mr. Sheridan $121,500. |

  33. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, the Company is required to provide the ratio of the annual total compensation of Mr. Nick A. Caporella, who has served as the Company’s Chief Executive Officer since the Company was founded in 1985, to the annual total compensation of the median employee of the Company. Mr. Nick A. Caporella, our Chairman of the Board and Chief Executive Officer, does not receive any direct compensation from the Company as his services, along with the services of other individuals, are provided to the Company through CMA. As noted under “Certain Relationships and Related Party Transactions” CMA employs numerous individuals, who, acting as a unit, provide management, administrative and creative functions for the Company. As further noted in “Management Services Agreement – Compensation”, the compensation for Mr. Caporella that is presented in the “Summary Compensation Table” reflects, pursuant to a Commission staff request, the entire amount of the CMA fee for Fiscal 2024. We believe this method of reporting is misleading and could lead the reader to construe that these amounts are paid by the Company or CMA directly to Mr. Nick A. Caporella. The amounts paid by the Company to CMA, as reflected in the Summary Compensation Table, should not be interpreted as the actual amount of compensation paid to Mr. Nick A. Caporella by either the Company or CMA and are shown only to comply with the Commission comment letter. The pay of our median employee was $70,526. The resulting ratio of the CMA fee to the pay of our Median Employee is 169 to 1. The median employee was identified using the gross annual compensation as of April 27, 2024 for all active employees on that date. The calculation of CEO’s annual total compensation, used to determine the pay ratio, utilized the methodology outlined above.

  34. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pursuant to Item 402(v) of Regulation S-K and Section 953(a) of Dodd-Frank Act, the Company is required to provide the following disclosure regarding executive compensation and Company performance for the fiscal years listed below. The Compensation and Stock Option Committee has always considered pay versus performance for its executives in making compensation decisions. However, the Compensation and Stock Option Committee did not consider the additional disclosures now required.

  35. PAY VERSUS PERFORMANCE

    | | Summary Compensation | Compensation | Average Summary Compensation Table Total for | Average Compensation Actually Paid to | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Table Total for PEO ($)(1) | Actually Paid to PEO ($)(1) | Non-PEOs NEOs ($)(2) | Non-PEO NEOs ($)(3) | TSR ($)(4) | Peer Group TSR($)(5) | Net Income ($ in thousands)(6) | Net Sales ($ in thousands)(7) | | 2024 | $11,916,941 | - | $1,300,867 | $970,119 | $196.6 | $154.1 | $176,732 | $1,191,694 | | 2023 | $11,729,324 | - | $1,280,320 | $1,004,002 | $206.5 | $121.7 | $142,164 | $1,172,932 | | 2022 | $11,148,959 | - | $1,236,153 | $643,956 | $199.0 | $145.2 | $158,512 | $1,138,013 | | 2021 | $10,765,292 | - | $1,500,506 | $1,607,178 | $224.3 | $157.0 | $174,146 | $1,072,210 |

  36. PAY VERSUS PERFORMANCE

    | 1. | The Principal Executive Officer (PEO) was Nick A. Caporella for all years in the table. The Non-PEO NEOs were Joseph G. Caporella and George R. Bracken for all years in the table. |

  37. PAY VERSUS PERFORMANCE

    | 2. | As described more fully under "Management Services Agreement - Compensation" and the "Summary Compensation Table" of this Proxy, Mr. Nick a. Caporella does not receive any cash compensation from the Company. |

  38. PAY VERSUS PERFORMANCE

    | 3. | The following table describes the adjustments, each of which is prescribed by the SEC rules, to calculate the Compensation Actually Paid Amounts from the Summary Compensation Table Amounts. The Compensation Actually Paid Amounts and the Summary Compensation Table Amounts do not reflect the actual amount of compensation earned or paid to our executives during the applicable years, but rather are amounts that are determined in accordance with Item 402 of Regulation S-K of the SEC. |

  39. PAY VERSUS PERFORMANCE

    | | 2024 | 2023 | 2022 | 2021 | | Adjustments (a) | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | | Summary Compensation Table Amounts | $1,300,867 | $1,280,320 | $1,236,153 | $1,500,506 | | (Deduct): Aggregate value for option awards included in Summary Compensation Table | - | - | - | (355,540) | | Add: Fair value at year end of awards granted during the fiscal year that were outstanding and unvested at year end | - | - | - | 183,735 | | Add (Deduct): Year-over year change in fair value at fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at fiscal year end. | $(291,020) | $(290,047) | (469,255) | 71,599 | | Add (Deduct): Vesting date fair value of awards granted and vested during the fiscal year | - | - | - | - | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in prior fiscal year for which vesting conditions were satisfied during the applicable fiscal year | $(39,728) | $13,729 | (122,942) | 206,878 | | (Deduct): Fair Value at end of prior fiscal year of awards granted that failed to meet the applicable vesting conditions during the year | - | - | - | - | | Add: Dividends or other earnings paid on awards in the fiscal year prior to vesting | - | - | - | - | | Compensation Actually Paid Amounts (as calculated) | $970,119 | $1,004,002 | $643,956 | $1,607,178 |

  40. PAY VERSUS PERFORMANCE

    | a | The following valuation assumptions were used to calculate fair values of equity awards differed from those used to calculate the fair values at the time of grant as reflected in Summary Compensation Table. Stock prices used were April 27, 2024: $43.56; April 29, 2023: $49.70; April 30, 2022: $44.08; May 1, 2021: $48.59; and, May 2, 2020: $25.035. |

  41. PAY VERSUS PERFORMANCE

    | 4. | Total Shareholder Return ("TSR") assumes that dividends were reinvested on the date of issuance. |

  42. PAY VERSUS PERFORMANCE

    | 5. | The Peer Group used is the Dow Jones U.S. Soft Drink Index, which is the same peer group used in Part II, Item 5 in our Form 10-K. |

  43. PAY VERSUS PERFORMANCE

    | 6. | Net Income as reported in the Company's Consolidated Statement of Income included in our Form 10-K. |

  44. PAY VERSUS PERFORMANCE

    | 7. | The Company is a party to a management agreement with CMA. As set forth in Certain Relationships and Related Party Transactions, the management agreement provides that the Company will pay CMA an annual base fee equal to one percent of consolidated net sales of the Company, and further provides that the Compensation and Stock Option Committee and the Board of Directors may from time-to-time award additional incentive compensation to CMA or its personnel. As a result, the Company has elected to present net sales due to its relationship to the management fee. |

  45. PAY VERSUS PERFORMANCE

    Financial Performance Measures As discussed under “Executive Compensation and Other Information”, the Company’s executive compensation program reflects a philosophy that is designed to align executive and shareholder value. The financial performance measures that most closely link Company performance to compensation include:

  46. PAY VERSUS PERFORMANCE

    | ● | Volume Growth |

  47. PAY VERSUS PERFORMANCE

    | ● | Net Sales |

  48. PAY VERSUS PERFORMANCE

    | ● | Operating Income |

  49. PAY VERSUS PERFORMANCE

    | ● | Net Income |

  50. PAY VERSUS PERFORMANCE

    | ● | Earnings per Share |